August 13, 2015

Conflict Minerals & Meat: Two Peas in a Pod?

As reported by this WSJ blog, the US Court of Appeals for the DC Circuit is currently rehearing the question of whether the conflict minerals rules violate the First Amendment – to the extent that they require a company to report that its products “have not been found to be ‘DRC conflict free.’” In case you’ve blocked out the case, here’s our blog with an analysis of the Court’s appeal decision from last year. Apparently, the fate of the rehearing may hinge on a decision the Court made in a recent meat labeling case. Here’s an excerpt:

In April 2014, the three-judge appeals court panel decided that the requirement in the SEC’s rules to mandating that companies label their products as “conflict free” or not violated free speech rights. But just weeks later, the court heard arguments in a case brought against the U.S. Department of Agriculture by the American Meat Institute on requirements to label meat with a country of origin. That case led to a different outcome.

The Court is now considering how that meat labeling case impacts the conflict minerals decision.

Also check out this Cooley blog & WSJ blog that discuss this Tulane study about conflict minerals compliance. Meanwhile, this WSJ blog reports how ethical investors are using conflict mineral reports.

Pay Ratio: SEC Commissioner Piwowar Doubles Down (On His “No”)

Here’s something that Broc blogged on “The Advisors Blog” a few days ago: As I have blogged before, it used to be rare that a SEC Commissioner put a dissent to a rulemaking in writing. Now in this age of partisan politics, that is fairly common. But in a new “first,” SEC Commissioner Piwowar has penned a second dissent to the pay ratio rulemaking! Here’s his first dissent.

The second dissent could be a blueprint for how a complaint would look if this rulemaking is challenged in court. It claims the SEC violated the Administrative Procedure Act in adopting the rule and similar legal mumbo jumbo (eg. the SEC acted in an “arbitrary & capricious” manner, a phrase that describes a standard of review used when a government agency’s actions are challenged under administrative law). This is interesting because Piwowar is not a lawyer, he’s an economist…

Pay Ratio Workshop: Discounted Rate Extended to August 21st! – We received so many requests to extend the deadline for our discounted rate that we have done so for our upcoming “Pay Ratio Workshop” that will be held on Tuesday, August 25th. This event will be held online via audio webcast. Here’s the “Pay Ratio Workshop” agenda.

This “Pay Ratio Workshop” is part of a registration to the “Proxy Disclosure Conference” & “Say-on-Pay Workshop” that will be held on October 27th-28th in San Diego and by video webcast. In other words, this new “audio-webcast only” event is paired with our prior pair of executive pay conferences. So it’s three conferences for the price of one! Register now – discounted rate available now through August 21st!

These are part of our FAQs:

– For those registered to attend in San Diego in person or by video, you also gain access to the August 25th “Pay Ratio Workshop” that is available only by audio webcast
– You will receive an ID/pw to access the August 25th “Pay Ratio Workshop” by the middle of August (although it will just be your existing ID/pw to our sites if you already have a membership)
– There is no CLE available for the “Pay Ratio Workshop” (but there will be CLE for the “Proxy Disclosure/Say-on-Pay” Conferences in October in most states)
– An audio archive of the “Pay Ratio Workshop” will be available starting on August 25th in case you can’t catch that event live

Podcast: “Dead Hand” Proxy Puts

In this podcast, Brad Davey & Chris Kelly of Potter Anderson & Corroon discuss “dead hand” proxy puts, including:

– What is a “dead hand” proxy put & where do you typically find them?
– Why have these provisions received so much attention lately?
– How have the Delaware courts treated these provisions?
– What should be done now with existing debt instruments & credit agreements that contain “dead hand” proxy puts?
– How should debt instruments & credit agreements be drafted moving forward?

– Jeff Werbitt